Common use of CONTINGENT OFFERING Clause in Contracts

CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): None. Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. Certain listed events will have occurred prior to closing (please specify): ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Other contingencies (please describe): ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Standard NCPS Escrow Only Agreement for Securities Offerings (v.2022.6) EXHIBIT B FEES AND EXPENSES Escrow Administration Fee: $500 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses: Billed at cost Check Disbursements: $10.00 per check (incoming/outgoing) Transactional Costs: $100.00 for each additional escrow break $100.00 for each escrow amendment

CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): ☐ None. ☐ Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ☐ Certain listed events will have occurred prior to closing (please specify): _______________________________________________________________________________________________________________________________________________________Subscriptions for at least the Minimum Offering of $ (amount) to be received by (date), as such amount and date may be amended as provided in the Offering Document. _________________________________________________________________________________________ _________________________________________________________________________________________ ☐ Other contingencies (please describe): _________________________________________________________________________________________ _________________________________________________________________________________________ _________________________________________________________________________________________ Standard NCPS Escrow Only Agreement for Securities Offerings (v.2022.6v.2023.10) – Issuer-Funding Portal (Reg A-Reg D) EXHIBIT B FEES AND EXPENSES Escrow Administration Fee: :* $500 575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses: :** Billed at cost Check DisbursementsHandling: $10.00 per check (incoming/outgoing) Transactional Costs: :*** $100.00 for each additional escrow break $100.00 150.00 for each escrow amendmentamendment $100.00 for reprocessing a closing $250.00 per hour for extraordinary return reconciliation and processing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Issuer Party shall pay all fees and expenses (including, without limitation, payment for or reimbursement of any uncollectible Cash Investment Instruments or chargebacks, reversals or other amounts) immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, ACHs, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. *Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. **Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. ***Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). ****If applicable to the Offering and subject to the terms and conditions for NCPS’s payment processing facilitation services. *****Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at hxxxx://xxx.xxx.xxx/xxxx/smallbus/secg/bad-actor-small-entity-compliance-guide#part2. ******The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE. Standard NCPS Escrow Only Agreement for Securities Offerings (v.2023.10) – Issuer-Funding Portal (Reg A-Reg D)

CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): o None. o Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. o Certain listed events will have occurred prior to closing (please specify): _________Subscriptions for at least the Minimum Offering of $ (amount) to be received by (date), as such amount and date may be amended as provided in the Offering Document._______________________________________________________________________________________________________________________________________________________________________________________________________________________________________ o Other contingencies (please describe): ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________ Standard NCPS Escrow Only Agreement for Securities Offerings (v.2022.6) EXHIBIT B FEES AND EXPENSES Escrow Administration Fee: :* $500 575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses: :** Billed at cost Check DisbursementsHandling: $10.00 per check (incoming/outgoing) Transactional Costs: :*** $100.00 for each additional escrow break $100.00 150.00 for each escrow amendmentamendment $100.00 for reprocessing a closing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Escrow Parties shall pay such fees immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. *Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. **Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. ***Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). ****If applicable to the Offering and subject to the terms and conditions for NCPS’s payment processing facilitation services. *****Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at xxxxx://xxx.xxx.xxx/info/smallbus/secg/bad-actor-small-entity-compliance-guide#part2. ******The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE.

CONTINGENT OFFERING. If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): ☐ None. ☐ Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ☐ Certain listed events will have occurred prior to closing (please specify): __________________________________________________________________________________________________________________________________________________________Subscriptions for at least the Minimum Offering of $ (amount) to be received by (date), as such amount and date may be amended as provided in the Offering Document. ______________________________________________________________________________________ ☐ Other contingencies (please describe): ________________________________________________________________________________________________________________________________________________________ _________________________________________________________________________________________ Standard NCPS Escrow Only Agreement for Securities Offerings (v.2022.6) _________________________________________________________________________________________ EXHIBIT B FEES AND EXPENSES Escrow Administration Fee: * $500 575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses: ** Billed at cost Check DisbursementsHandling: $10.00 per check (incoming/outgoing) Transactional Costs: :*** $100.00 for each additional escrow break $100.00 150.00 for each escrow amendmentamendment $100.00 for reprocessing a closing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, the Fee and all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Issuer Party shall pay all fees and expenses (including, without limitation, payment for or reimbursement of any uncollectible Cash Investment Instruments or chargebacks, reversals or other amounts) immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, ACHs, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. *Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. **Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. ***Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). ****If applicable to the Offering and subject to the terms and conditions for NCPS’s payment processing facilitation services. *****Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at hxxxx://xxx.xxx.xxx/xxxx/smallbus/secg/bad-actor-small-entity-compliance-guide#part2. ******The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE.